S-8

As filed with the Securities and Exchange Commission on June 22, 2004

Registration No.  333-___________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LINENS ’N THINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	22-3463939
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(Address of Principal Executive Offices)

NEW HIRE AUTHORIZATION
(Full Title of the Plan)

BRIAN D. SILVA
SENIOR VICE PRESIDENT, HUMAN RESOURCES, ADMINISTRATION AND CORPORATE SECRETARY
LINENS ’N THINGS, INC.
6 BRIGHTON ROAD
CLIFTON, NEW JERSEY 07015
(973) 778-1300
(Name, Address, and Telephone Number of Agent For Service)

With a Copy to:
WARREN J. CASEY, ESQ.
PITNEY HARDIN LLP
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962-1945
(973) 966-6300

______________________________

CALCULATION OF REGISTRATION FEE

Title Of Securities To	Amount To Be	Proposed Maximum Offering Price	Proposed Maximum Aggregate	Amount Of Registration
Be Registered	Registered (1)	Per Share (2)	Offering Price (2)	Fee

Common Stock, Par
Value $0.01 per share 500,000 $27.275 $13,637,500 $1,727.87

_________________

(1) Estimated solely for the purpose of calculating the registration fee based upon the Registrant’s current estimate of shares of Common Stock issuable pursuant to the New Hire Authorization (the “Authorization”). Also includes, pursuant to Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”), additional shares of Common Stock that may be issuable pursuant to anti-dilution provisions of the Authorization.

(2) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h) under the Securities Act based on the average high and low prices of the Registrant’s Common Stock as reported on the New York Stock Exchange on June 21, 2004.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Documents by Reference.

The following documents filed by Linens ‘n Things, Inc. (the “Registrant”) with the Commission are incorporated by reference in this Registration Statement:

(a.) The Registrant’s Annual Report on Form 10-K for the year ended January 3, 2004.

(b.) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2004.

(c.) Registrant’s Proxy Statement for the fiscal year ended January 3, 2004, filed on April 8, 2004.

(d.) All other reports filed by the Registrant pursuant to Section 13(a) or 15(e) of the Exchange Act since the end of the fiscal year covered by the Registrant’s latest annual report.

(e.) The Description of the Registrant’s Common Stock contained in the Registration Statement on Form S-1 (No. 333-27239).

All documents filed by the Registrant after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, hereby are incorporated herein by reference and shall be deemed a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.   Description of Securities.

Not applicable.

ITEM 5.   Interests of Named Experts and Counsel.

Not applicable.

ITEM 6.   Indemnification of Directors and Officers.

     Under Delaware law, directors, officers, employees and other individuals may be indemnified against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of conduct is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and Delaware law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the corporation.

     Article Ninth of the Amended and Restated Certificate of Incorporation of the Registrant requires the Registrant to indemnify directors and officers against liabilities which they may incur under the circumstances set forth in the preceding paragraph. The right of indemnification in Article Ninth also includes the right to be paid by the Registrant the expenses incurred in connection with a legal proceeding in advance of its final disposition to the fullest extent authorized by Delaware law. The right to indemnification conferred under Article Ninth is a contract right.

     The Registrant maintains standard policies of insurance under which coverage is provided (a) to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, and (b) to the Registrant with respect to payments which may be made by the Registrant to such officers and directors pursuant to the above indemnification provision or otherwise as a matter of law.

ITEM 7.   Exemption from Registration Claimed.

Not applicable.

ITEM 8.   Exhibits.

5 Opinion of Pitney Hardin LLP, as to the legality of the securities being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Pitney Hardin LLP (included in Exhibit 5 hereto).

24 Power of Attorney (included on signature page hereto).

99 New Hire Authorization.

ITEM 9.   Undertakings.

        1.        The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        2.                The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        3.                Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clifton, State of New Jersey, on this 11th day of June, 2004.

Linens ’n Things, Inc.
(Registrant)

By:  WILLIAM T. GILES
——————————
William T. Giles
Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)

Each of the undersigned officers and directors of the Registrant hereby severally constitutes and appoints Norman Axelrod, William T. Giles and Brian D. Silva, and each of them, their true and lawful attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature Title Date

NORMAN AXELROD
——————————
Norman Axelrod Chairman and Chief Executive Officer
(Principal Executive Officer) June 11, 2004

PHILIP E. BEEKMAN
——————————
Philip E. Beekman Director June 11, 2004

HAROLD F. COMPTON
——————————
Harold F. Compton Director June 11, 2004

STANLEY P. GOLDSTEIN
——————————
Stanley P. Goldstein Director June 11, 2004

MORTON E. HANDEL
——————————
Morton E. Handel Director June 11, 2004

ROBERT KAMERSCHEN
——————————
Robert Kamerschen Director June 11, 2004

WILLIAM T. GILES
——————————
William T. Giles Executive Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) June 11, 2004

INDEX TO EXHIBITS

Exhibit No. Description

5 Opinion of Pitney Hardin LLP, as to the legality of the securities being registered.

23.1 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Pitney Hardin LLP (included in Exhibit 5 hereto).

24 Power of Attorney (included on signature page hereto)

99 New Hire Authorization

EX-5

Exhibit 5

Opinion of Pitney Hardin LLP

June 18, 2004

Linens ‘n Things, Inc.
6 Brighton Road
Clifton, New Jersey 07015

Re: Registration Statement on Form S-8; New Hire Authorization

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Linens ’n Things, Inc. (the “Company”) with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended (the “Act”) of 500,000 shares of common stock of the Company, $0.01 par value per share (the “Shares”) issuable pursuant to the New Hire Authorization (the “Authorization”).

We have also examined originals, or copies certified or otherwise identified to our satisfaction, of the Authorization, the Certificate of Incorporation and By-Laws of the Company, as currently in effect, and relevant resolutions of the Board of Directors of the Company. We have examined such other documents as we deemed necessary in order to express the opinion hereinafter set forth.

In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies.

Based on the foregoing, we are of the opinion that, when the Registration Statement has become effective under the Act, the Shares, when and as issued in accordance with the terms of the Authorization, will be legally issued, fully paid and non-assessable.

The foregoing opinion is limited to the federal laws of the United States and the laws of the State of Delaware (including constitutional provisions and case law), and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to use of this opinion as an Exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,


PITNEY HARDIN LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Linens ’n Things, Inc.:

We consent to the use of our report dated February 4, 2004 with respect to the consolidated balance sheets of Linens ’n Things, Inc. and subsidiaries as of January 3, 2004 and January 4, 2003, and the related consolidated statements of operations, shareholders’ equity, and cash flows for each of the years in the three-year period ended January 3, 2004, incorporated herein. Our report refers to the Company adopting Statement of Financial Accounting Standard No. 142. “Goodwill and other Intangible Assets in Fiscal 2002.”

KPMG LLP

New York, New York
June 21, 2004

EX-99

New Hire Authorization

        As a retail company operating in a very competitive marketplace for executive talent, awards by Linens ‘n Things, Inc. (the “Company”) of non-qualified stock options, restricted stock and restricted stock units, and other equity awards (collectively, “Awards”) may be needed as an inducement to a person being hired by the Company, being rehired following a bona fide period of interruption of employment or being hired by the Company in connection with a merger or acquisition (collectively, “new hires”).

        Pursuant to and in accordance with the requirements of New York Stock Exchange (“NYSE”) Rule 303A.08 (or any successor NYSE rule permitting new hire grants without shareholder approval), new hires may be granted Awards under this New Hire Authorization (the “Authorization”) by or in accordance with the parameters established by the Company’s Compensation Committee (the “Committee”) which is comprised solely of independent directors.

        For stock options, the option exercise price will be the fair market value of the Company’s common stock on the date of the grant. Unless otherwise determined by the Committee, fair market value shall be defined in a manner consistent with definitions under the 2004 Stock Award and Incentive Plan (the “2004 Plan”).

        Each Award under the Authorization shall be subject to vesting terms and forfeiture and other restrictions, if any, as the Committee may impose. All other terms and conditions of any Awards, including methods by which options may be exercised and the exercise price paid, shall generally be the same as for similar Awards granted under the 2004 Plan (or any successor to such plan), except as otherwise approved by the Committee, and shall otherwise comply with then applicable NYSE rules regarding board, committee and shareholder approval, including, if necessary, approval by a compensation committee consisting solely of independent directors or approval by a majority of the Company’s independent directors.

        The Committee is authorized to grant Awards that result in the delivery of up to an aggregate of 500,000 shares of common stock under this Authorization. The number of shares reserved hereunder, and outstanding Awards, shall be subject to adjustment (e.g., upon occurrence of extraordinary corporate events) in the same manner as under the 2004 Plan. Any shares of common stock delivered under the Authorization shall consist of authorized and unissued shares or treasury shares. Shares subject to an Award under the Authorization that is canceled, expired, or forfeited will again be available for Awards.

        This Authorization shall be administered by the Committee, which shall have full and final authority, in each case subject to and consistent with the provisions of the Authorization, to select eligible persons to become participants; to grant Awards; to determine the type and number of Awards, the dates on which Awards may be exercised and on which the risk of forfeiture or deferral period relating to Awards shall lapse or terminate, the acceleration of any such dates, the expiration date of any Award, whether, to what extent, and under what circumstances an Award may be settled, or the exercise price of an Award may be paid, in cash, stock, other Awards, or other property, and other terms and conditions of, and all other matters relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award documents need not be identical for each participant), amendments thereto, and rules and regulations for the administration of the Authorization and amendments thereto; to construe and interpret the Authorization and Award documents and correct defects, supply omissions or reconcile inconsistencies therein; and to make all other decisions and determinations as the Committee may deem necessary or advisable for the administration of the Authorization. Decisions of the Committee with respect to the administration and interpretation of the Authorization shall be final, conclusive, and binding upon all persons interested in the Authorization, including participants, beneficiaries, permitted transferees and other persons claiming rights from or through a participant, and stockholders.

        The Committee may delegate to officers of the Company the authority, subject to such terms as the Committee shall determine, to perform such functions as the Committee may determine, to the extent that such delegation (i) will not result in the loss of an exemption under Rule 16b-3(d) for Awards granted to participants subject to Section 16 of the Securities Exchange Act of 1934 in respect of the Company, (ii) will meet the requirements of NYSE Rule 303A.08 of the Listed Company Manual with respect to new hire grants, and (iii) will meet the requirements of applicable provisions of the Delaware General Corporation Law.

        Members of the Committee, any person acting pursuant to authority delegated by the Committee, and any officer or employee of the Company or a subsidiary or affiliate acting at the direction or on behalf of the Committee or a delegee shall not be personally liable for any action or determination taken or made in good faith with respect to the Authorization, and shall, to the extent permitted by law, be fully indemnified and protected by the Company with respect to any such action or determination.

        Each Award under the Authorization shall be subject to forfeiture and other restrictions, if any, as the Committee may impose.

        The Committee may amend, suspend or terminate the Authorization without the consent of shareholders or participants; provided that, without the consent of an affected participant, no such Committee action may materially and adversely affect the rights of such participant under any outstanding Award, and the approval of the Board of Directors shall be required for any amendment that would exceed the Committee’s authority under its Charter and any applicable resolutions of the Board as then in effect. Without the approval of shareholders, the Committee will not amend or replace previously granted Awards in a transaction that constitutes it an option “repricing,” as such term is used in Rule 303A.08 of the NYSE Listed Company Manual.

        Each Award under this Authorization shall be evidenced by a written agreement between the Company and the new hire in a form consistent with the form of the agreements under the 2004 Plan (or any successor to such plan), unless otherwise determined by the Committee. The provisions of Sections 10, 11(a), 11(c), 11(d)(ii), 11(f) through (i), 11(k), and 11(m) through (o) of the 2004 Plan shall apply to each Award, unless otherwise determined by the Committee.

        No Award or other right or interest of a participant under the Authorization shall be pledged, hypothecated or otherwise encumbered or subject to any lien, obligation or liability of such participant to any party (other than the Company or a subsidiary or affiliate thereof), or assigned or transferred by such participant otherwise than by will or the laws of descent and distribution or to a beneficiary upon the death of a participant, and such Awards or rights that may be exercisable shall be exercised during the lifetime of the participant only by the participant or his or her guardian or legal representative, except that Awards and other rights may be transferred to one or more transferees during the lifetime of the participant, and may be exercised by such transferees in accordance with the terms of such Award, but only if and to the extent such transfers are permitted by the Committee, subject to any terms and conditions which the Committee may impose thereon (including limitations the Committee may deem appropriate in order that offers and sales under the Authorization will meet applicable requirements of registration forms under the Securities Act of 1933 specified by the Securities and Exchange Commission). A beneficiary, transferee, or other person claiming any rights under the Authorization from or through any participant shall be subject to all terms and conditions of the Authorization and any Award document applicable to such participant, except as otherwise determined by the Committee, and to any additional terms and conditions deemed necessary or appropriate by the Committee.

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        The Company shall have the right to deduct from any payment made under the Authorization any federal, state, local or foreign income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Company to issue common stock, other Company securities or property, or other forms of payment, or any combination thereof, upon exercise, settlement or payment of any Award under the Authorization, that the participant (or any beneficiary or person entitled to act) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any liability to withhold federal, state, local or foreign income or other taxes. If the amount requested is not paid, the Company may refuse to issue common stock, other company securities or property, or other forms of payment, or any combination thereof. Notwithstanding anything in the Authorization to the contrary, each participant (or any beneficiary or person entitled to act) shall have the right to cause the Company to withhold, or to surrender to the Company, on or about the date such tax liability is determinable, common stock, other company securities or property, or other forms of payment that would otherwise be distributed, pursuant to such Award to such person, having a fair market value equal to the amount of such taxes. Only the minimum amount of shares deliverable in connection with an Award necessary to satisfy statutory withholding requirements will be withheld, except a greater amount of shares may be withheld if such withholding would not result in additional accounting expense to the Company.

        The Authorization shall be governed in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of laws, and applicable provisions of federal law.

        The Company will comply in all respects with NYSE Rule 303A.08 (and any successor NYSE rule permitting such new hire grants without shareholder approval) in connection with the Authorization, including (i) promptly notifying the NYSE of the making of each Award, (ii) issuing a press release which discloses the material terms of each Award, including the name of the recipient of such Award and the number of shares awarded to the extent required by NYSE Rule 303A.08, and (iii) listing the shares with the NYSE. The Company shall also file any required registration statement with the Securities and Exchange Commission in connection with this Authorization.

3

        The Authorization shall become effective upon approval by the Board of Directors, including by a majority of independent directors. Unless earlier terminated by action of the Committee, no grants may be made under this Authorization more than ten (10) years after the effective date or after such earlier time as no stock remains available for delivery under the Authorization, and the Authorization will otherwise terminate at such time as the Company has no further rights or obligations under the Authorization with respect to outstanding Awards.

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